Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________.

  

Commission file number: 000-50075

 

CONNEXIONONE CORP.

(Exact name of registrant as specified in its charter)

 

North Carolina		30-1252905
(State of other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

530 Lytton Ave 2nd Floor #2061, Palo Alto, CA 94301

(Address of Principal Executive Offices) (Zip Code)

 

+ 1-408-533-8155

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001	CNNN	N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

 

As of May 17, 2024, there were 71,850,644 shares outstanding of the registrant’s Common Stock.

 

 

 

FORM 10-Q

 

March 31, 2024

 

INDEX

 

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.
Item 1A.	Risk Factors.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.	Defaults Upon Senior Securities.
Item 4.	Mine Safety Disclosures.
Item 5.	Other Information.
Item 6.	Exhibits.
SIGNATURES

 

 

 

 

 

 

 

 

 

 

2

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CONNEXIONONE CORP. FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

 

FINANCIAL STATEMENTS

 

 

Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited)	4
Statements of Operations for the Three Months ended March 31, 2024 and 2023 (Unaudited)	5
Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2024 and 2023 (Unaudited)	6
Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (Unaudited)	7
Notes to Financial Statements (Unaudited)	8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

CONNEXIONONE CORP.

BALANCE SHEETS

Unaudited

 

		March 31,				December 31,
		2024				2023
Assets
Current Assets
Cash		$	3,352			$	725
Other current receivables and prepayments			–				442,000
Total Current Assets			3,352				442,725
Software under development			572,000				–
Total Assets			575,352				442,725
Liabilities
Current Liabilities
Accounts payable and accrued expenses		$	12,921			$	42,499
Taxes payable			225,888				225,888
Accrued wages and salaries			26,000				–
Other current liabilities and payables			2,029				–
Due to related party			1,121,554				872,446
Total Current Liabilities			1,388,392				1,140,833
Other liabilities			1,002,639				1,002,639
Total Liabilities			2,391,031				2,143,472
Commitment & contingencies			–				–
Stockholders' Deficit
Preferred Stock Series A, $1 par value; 5,000,000 shares authorized, and shares issued and outstanding, respectively
Common Stock, $0.001 par value; 100,000,000,000 shares authorized, 76,571,644 and 76,571,644 shares issued and outstanding, respectively			76,572				76,572
Additional paid-in capital			73,515,021				73,515,021
Accumulated loss			(75,407,272	)			(75,292,340	)
Total Stockholders' Deficit			(1,815,679	)			(1,700,747	)
Total Liabilities and Stockholders' Deficit		$	575,352			$	442,725

 

See accompanying notes to financial statements

 

 

 

 

 

 

4

 

 

CONNEXIONONE CORP.

STATEMENTS OF OPERATIONS

Unaudited

 

		Three Months Ended
		March 31,				March 31,
		2024				2023
Revenues		$	–			$	–
Operating expenses
Professional fees			37,432				16,200
Management fees			53,000				–
Other general & administrative expense			24,500				18,127
Total operating expenses			114,932				34,327
Loss from operations			(114,932	)			(34,327	)
Other Income (Expenses)
Interest income (expense)			–				–
Total other income (expenses)			–				–
Net loss before income tax			(114,932	)			(34,327	)
Income tax expense			–				–
Net loss		$	(114,932	)		$	(34,327	)
Earnings (Loss) per Share - Basic and Diluted		$	(0.002	)		$	(0.000	)
Weighted Average Shares Outstanding - Basic and Diluted			76,571,644				71,850,644

 

See accompanying notes to financial statements

 

 

 

 

5

 

 

CONNEXIONONE CORP.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Three Months Ended March 31, 2024 and 2023

Unaudited

 

		Preferred Stock				Common Stock								Additional								Total
		Series A								Par Value,				paid -in				Accumulated				Stockholders’
		Shares				Shares				$0.001				capital				loss				Deficit
Balance, December 31, 2022			1,000,000				71,850,644			$	71,851			$	72,499,335			$	(73,931,111	)		$	(1,359,925	)
Net loss			–				–				–				–				(34,327	)			(34,327	)
Balance, March 31, 2023			1,000,000				71,850,644			$	71,851			$	72,499,335			$	(73,965,438	)		$	(1,394,252	)
Balance, December 31, 2023			–				76,571,644			$	76,572			$	73,515,021			$	(75,292,340	)		$	(1,700,747	)
Net loss			–				–				–				–				(114,932	)			(114,932	)
Balance, March 31, 2024			–				76,571,644			$	76,572			$	73,515,021			$	(75,407,272	)		$	(1,815,679	)

 

See accompanying notes to financial statements

 

 

 

 

 

 

 

 

6

 

 

CONNEXIONONE CORP.

STATEMENTS OF CASH FLOWS

Unaudited

 

		Three Months Ended
		March 31,				March 31,
		2024				2023
Cash Flows from Operating Activities
Net loss		$	(114,932	)		$	(34,327	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense			–				–
Changes in operating assets and liabilities
Accounts payable and accrued expenses			(29,578	)			–
Accrued wages and salaries			26,000				–
Other current liabilities and payables			2,029				–
Net Cash Used in Operating Activities			(116,481	)			(34,327	)
Cash Flows from Investing Activities
(Acquisition) Disposal of property, plant and equipment			–				–
(Acquisition) Disposal of intangible assets			(130,000	)			(132,000	)
Net Cash Used in Investing Activities			(130,000	)			(132,000	)
Cash Flows from Financing Activities
Proceeds from (Repayment of) related party payables			249,108				163,000
Net Cash Provided by Financing Activities			249,108				163,000
Net Increase (Decrease) in Cash			2,627				(3,327	)
Cash at Beginning of Period			725				5,032
Cash at End of Period		$	3,352			$	1,705
Supplemental Cash Flow Information:
Income Taxes Paid		$	–			$	–
Interest Paid		$	–			$	–

 

See accompanying notes to financial statements

 

 

 

 

 

7

 

 

CONNEXIONONE CORP.

Formerly ALTERNATIVE FUEL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

As of and for the three months ended March 31, 2024 and 2023

 

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

ConneXionONE Corp. (the “Company”) is a North Carolina corporation, was incorporated on November 12, 1997 under the laws of the State of Nevada as Caspian Development Group, Inc.

 

On April 1, 1999, the Company has changed the name to Zenith International, Inc. On November 28, 2001, the corporation’s name was changed to Cresset Precious Metals, Inc. The Company has changed the name to Alternative Fuel Technologies, Inc. on October 2, 2007.

 

On May 22, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Plaintiff’s Application for Default Judgment as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders. The Company was then redomiciled from Nevada to North Carolina.

 

On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Mr. Haining Zhang, whereby Mr. Zhang purchased 750,000,000 shares of Restricted Common Stock.

 

On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock in the Company and was appointed sole officer and director of the Company.

 

The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. The Company resolute to cancel the share exchange agreement in December 2019 and completed the cancellation in 2021.

 

Upon cancellation of the share exchange agreement in December 2019, the Company no longer had control or ownership of XONE Cayman. Based upon negotiations, no shares of the Company were cancelled. The share exchange agreement did not have an impact on the Company and its ownership, and there is no impact to the Company’s financial statements and footnotes.

 

The Company is a development-stage company that involves social media and internet advertising and marketing services with a decentralized social media platform.

 

 

 

 

 

 

 

8

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Interim Financial Statements

 

Interim Financial StatementsThe accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023.

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.

 

The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

 

 

 

9

 

 

Related parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

 

 

 

 

10

 

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.

 

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.

 

Revenue recognition

 

The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.

 

Income Tax Provisions

 

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

 

 

 

11

 

 

Earnings (Loss) per Share

 

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.

 

The unvested restricted stock units were excluded from the computation of basic and dilutive earnings (loss) per share for the three months ended March 31, 2024 and 2023.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying financial statements, the Company had an accumulated deficit at March 31, 2024 of $75,407,272 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – INTANGIBLE ASSETS

 

Intangible assets comprised of payments made for mobile app development in progress. The amounts were $572,000 as of March 31, 2024.

 

NOTE 5 – OTHER LIABILITIES

 

Other liabilities comprised of the following:

 

		March 31, 2024				December 31, 2023
Liabilities carryover from prior abandoned operations		$	665,735			$	665,735
Accrual carryover from prior abandoned operations			336,904				336,904
Total		$	1,002,639			$	1,002,639

 

The liabilities of $1,002,639 as of March 31, 2024 and 2023, respectively was due on demand, unsecured, non-interest bearing, and carried forward from the prior abandoned operations of prior owners.

 

The Company had certain cash, other receivable, property, intangible assets, and inventory of $1,066,823, and outstanding wages payable, accrued liabilities, notes payable of $665,735 as of December 31, 2018 that was carryover from the abandoned business operation. Such assets were written-off and outstanding liabilities were assumed by the custodian which are recorded as other payable in the amount of $665,735.

 

 

 

12

 

 

NOTE 6 – RELATED PARTY TRANSACTION

 

Mr. Chris Chang, majority shareholder, director and officer of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to Mr. Chang was $1,112,448 and $872,446 as of March 31, 2024 and December 31, 2023.

 

Ms. Christine Chang, CEO and director of the Company, incurred expenses that are subject to reimbursements. The amounts are due on demand and non-interest bearing. The outstanding amount due to Ms. Chang was $9,106 and $nil as of March 31, 2024 and December 31, 2023. In addition, refer to Note 8 for stock-based compensation for related parties.

 

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

The Company is authorized to issue 5,000,000 numbers of preferred stock at par value of $1 per share. The 5,000,000 shares have a right of 80% voting control. As of March 31, 2024 and December 31, 2023, the Company has 0 shares of preferred stock issued and outstanding.

 

The Company had 1,000,000 shares of preferred stock Series A issued and outstanding that were carryover from the abandoned business entity. Each share of preferred stock is convertible into four (4) shares of common stock with no preemptive or dividends rights. The 1,000,000 shares of preferred stock represent Seventy percent (80%) voting control of the Company.

 

On May 22, 2017, the Company’s appointed custodian and its board resolved to remove the 80% super voting rights from the 1,000,000 shares of preferred stock held by Ms. Kathleen A. McCandless, and to convert these shares into 4,000 shares of common stock. These shares were converted into 4,000 shares of common stock on September 9, 2022.

 

Common Stock

 

The Company is authorized to issue 100,000,000,000 shares of Common Stock with a par value of $0.001 per share. As of March 31, 2024 and December 31, 2023, the Company has 76,571,644 and 76,571,644 shares of common stock issued and outstanding, respectively.

 

On November 1, 2023, the Company issued 3,521,000 restricted stock units to the appointed CEO of the Company as compensation (Refer to Note 8).

 

On July 1, 2023, the Company issued 1,200,000 shares of restricted common stock units to four directors of the Company as compensation. (Refer to Note 8).

 

On April 17, 2023, the reverse stock split of a one-for-one thousand (1:1,000) was approved by Financial Industry Regulatory Authority (FINRA) and became effective without any change in the par value per share. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. The Common stock quantity and amount has been retrospectively presented and recorded to additional paid-in capital.

  

On September 9, 2022, 4,000 shares of common stock were issued for the conversion of 1,000,000 shares of preferred stock.

 

 

 

 

13

 

 

NOTE 8 – STOCK BASED COMPENSATION

 

Restricted Stock Units

 

On November 1, 2023, the Company granted 3,521,000 restricted stock units (“RSUs”) to the appointed CEO of the Company. Each RSU represents one share of common stock with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. The Company recorded the entire expense of $420,407 for all unvested RSU shares that were issued.

 

On July 1, 2023, the Company granted the issuance of 1,200,000 shares restricted common stock units (“RSU”) to directors of the Company. Each RSU represents one share of common stock and will vest over a period of three years, with an equal portion vesting annually on each anniversary of the grant date. The RSU were recorded as deferred (unearned) compensation in the amount of $600,000. The fair value of the shares was determined based on the Company’s stock closing price on grant date. The Company recorded the entire expense of $600,000 for all unvested RSU shares that were issued.

 

NOTE 9 – TAXES

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering federal corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

 

Corporate income tax rate in North Carolina state is 2.5% of the annual taxable income, while the Franchise Tax is $200 on first 1,000,000 of the Company net worth, and 0.0015% for net worth exceeding $1,000,000.

 

The Company has accumulated approximately $75,250,085 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to disclose or require adjustments.

 

 

 

 

 

 

 

 

 

 

 

14

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. (the “Company”) for the three months ended March 31, 2024 and 2023, and the notes thereto.

 

Safe Harbor for Forward-Looking Statements

 

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. (the “Company”) or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc.’s MD&A. Readers should not place undue reliance on any such forward-looking statements. ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

 

Overview

 

ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. is a development stage company. Our business plan includes acquisitions of operating companies. The focus of the Company’s business involves developing and operating a decentralized social media platform. Our business plan incorporates decentralized concept of social media platforms which may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.

 

Our user-driven algorithm tool is designed to empower users to regain control of their social media experience. By customizing their own feeds based on their preferences and interests, users can avoid irrelevant or unwanted content and focus on what matters to them. This feature also enables users to interact with each other in a way that enhances their overall experience on the platform, creating a more personalized and engaging social network.

 

Our social media platform also incorporates AI-powered content creation assistance feature by analyzing the user's input and providing suggestions to improve the quality and relevance of the content. When a user is creating a post, the AI algorithm will analyze the text and make suggestions for better word choices, grammar corrections, and even provide topic suggestions to improve engagement. The user can then choose to accept or reject these suggestions, making it a customizable and personalized experience. This feature aims to help users create better content more efficiently and effectively, ultimately enhancing their experience on the platform.

 

Our social media platform values user participation, as we believe that users are the core reason why social media platforms exist; we have implemented a unique reward system that allows users to earn rewards by engaging and interacting with the content on our platform. Whether it's liking a post, leaving a comment, or sharing a video, every action taken by the user is rewarded that can be exchanged for various perks and benefits. This incentivizes users to be more active on the platform and create a vibrant and engaging community. By putting the power back into the hands of the users, we hope to create a more user-friendly and democratic social media experience that is enjoyable for everyone involved.

 

Moreover, our creator's marketplace feature allows users to monetize their own unique content by licensing it to local businesses or brands for advertising and marketing purposes. This provides an opportunity for content creators to earn income from their work and also ensures that advertisers have access to high-quality, relevant content.

 

 

 

15

 

 

We feel that our business plan addresses the need for additional development in the decentralized social media industry.

 

User-driven algorithm is a tool for users to gain control of the social networking platform. Our decentralized social media (“DSM”) platform is a sharing/consortium platform that will benefit Users, Creators, Advertisers, and Content Providers.

 

DSM Platform comprises of 4 major components, Content Aggregator, Mobile Advertising Mediation, User-driven algorithm, and creator’s marketplace:

 

Content Aggregator: analyzes the content type and formats (text/picture and video) · sorts and distributes appropriate content to users’ app based on user preferences · categorizes, matches, and tags content with suitable/appropriate advertisements.

 

Mobile Advertising Mediation: accepts mobile ads from businesses, product/service providers, ad agencies, etc. · categorizes, matches, and associates the received ads with the most relevant and appropriate contents · Distributes ads with associated content to users’ mobile app.

 

User-driven algorithm: provides users with the ability to customize their own feeds based on their preferences and interests, allows users to interact with each other in a way that enhances their overall experience on the platform.

 

Creator's marketplace: allows users to license their own unique content to local businesses or brands for advertising and marketing purposes.

 

The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:

 

	·	Potential for growth, indicated by anticipated market expansion or new technology;
	·	Competitive position as compared to other DSM platforms of similar size and experience within the social media within the industry as a whole
	·	Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance, and other required items
	·	Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources
	·	The extent to which the business opportunity can be advanced in the marketplace; and
	·	Other relevant factors

 

In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.

 

We are unable to predict when we will, if ever, identify and implement our business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

 

 

 

16

 

 

As of this filing, we have not raised any capital and our business is under development stage, and the Company is focused on raising capital for its business plans. We have engaged developers and started the development of our first mobile app for the decentralized social media platform of the Company.

 

On July 29, 2022, the Company’s board and shareholders have approved the following actions by amending the Company’s Amended Articles of Incorporation to effect: (1) a corporate name changed from Alternative Fuel Technologies, Inc. to ConneXionONE Corp.; and (2) a one-for-one thousand (1:1,000) reverse stock split of the Company’s class of common stock with all other aspects to remain unchanged. Both the Reverse Stock Split and the Name Change were effective on April 17, 2023.

 

As a result of the Reverse Stock Split, every 1,000 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 71,850,033,691 shares to approximately 71,850,644 shares, subject to further adjustment for the rounding up of fractional shares.

 

Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

 

The Common Stock began trading on a reverse stock split-adjusted basis on the OTC Market on April 17, 2023. The trading symbol for the Common Stock following the Reverse Stock Split and the Name Change is “CNNN.” The new symbol will be changed to “AFTCD” at first; and after 20 business days, the symbol will change to “CNNN”. The new CUSIP number for the Common Stock following the Reverse Stock Split and the Name Change is 208211102.

 

On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a developer to develop and maintain its social media platform application. The Company has made a total payment of $xxxxx  to the developer as of March 31, 2024. The Company is a development stage company pursuing an actual business in accordance to the business plans where it has entered into development agreement with a developer and incurred material expenditures for the development of the platform. The Company launched the first beta version of its app in November 2022, and will have a full featured app with business model launching in the coming quarter.

 

Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

 

Three Months Ended March 31, 2024 and 2023 

 

Revenue

 

For the three months ended March 31, 2024 and 2023, the Company had not generated any revenues.

 

 

 

17

 

 

Operating Expenses

 

Operating expenses for the three months ended March 31, 2024 were $114,932 compared to $34,327 for the three months ended March, 31, 2023. Operating expenses increased in 2024 due to increase of officers’ wages and salaries, professional fees and other general and administrative fees incurred for this period. The Company has incurred all these expenses for the Company's operations in accordance with its business plan.

 

For the three months ended March 31, 2024, professional fees were $37,342, an increase of $21,142 or 130.51%, as compared to $16,200 for the three months ended of March 31, 2023. Professional fees increased primarily due to increased auditor service fees. Moreover, the Company incurred Officers’ wages and salaries were $53,000 for the three months ended March 31, 2024 as compared to $nil for the same period in 2023. Additionally, other general and administrative expenses were $24,500 for the three months ended March 31, 2024 as compared to $18,127 for the same period in 2023, mainly attributed to expenses related to software and technology-related services and payroll taxes.

 

Other Income and Expenses

 

For the three months ended March 31, 2024 and 2023, the Company did not have any other income or expenses.

  

Net Income (Loss)

 

For the three months ended March 31, 2024, the Company had a net loss of $114,932 compared to the three months ended March 31, 2023 of a net loss of $34,327. The net loss resulted from increase of operating expenses.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had cash and cash equivalence of $3,352 and had a working capital deficit of $1,385,040.

 

Operating Activities

 

Net cash used in operating activities was $116,481 for the three months ended March 31, 2024 as compared to $34,327 for the same period in 2023.

 

For three months ended March 31, 2024 net operating loss was $114,932 as compared to $34,327 for the same period in 2023. Accounts payable and accrued expenses decreased by $29,578 for the three months ended March 31, 2024 as compared to no changes for the same period in 2023.

 

Investing Activities

  

Net cash used in investing activities was $130,000 for the three months ended March 31, 2024 as compared to $132,000 for the same period in 2023.

 

The Company made payments for the development of its social media platform mobile app for the three months ended March 31, 2024 and 2023.

 

 

 

18

 

 

Financing Activities

 

Net cash provided by financing activities was $249,108 for the three months ended March 31, 2024 as compared to net cash used in financing activities of $163,000 for the same period in 2023.

 

During the three months ended March 31, 2024 and 2023, the Company received advances of $249,108 and $163,000, respectively, from related party for working capital purposes.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements with any party.

 

Critical Accounting Policies

 

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2024. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2024.

 

 

 

19

 

 

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, our management concluded that our internal control over financial reporting was not effective at December 31, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weaknesses were:

 

·	Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations.
·	lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties.

 

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls over Financial Reporting.

 

There have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

 

Item 1A. Risk Factors

 

We are a smaller reporting company and, as a result, are not required to provide the information under this item. Please review the risk factors identified in Item 1.A of our Form 10.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three months ended March 31, 2024, the Company did not sell any unregistered securities.

 

Item 3. Defaults Upon Senior Securities

 

There have been no defaults upon senior securities.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

_______________________

*	Filed Herewith.

 

 

 

21

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	CONNEXIONONE CORP.
	FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.
Date: May 17, 2024	By:       /s/ Tingyu (Christine) Chang
	Name:  Tingyu (Christine) Chang
	Title:    Chief Executive Officer
Date: May 17, 2024	By:       /s/ Chris Chang
	Name:  Chris Chang
	Title:    Chief Financial Officer

 

 

 

 

 

 

 

 

 

22

 

EXHIBIT 31.1

 

Certification of Principal Executive and Financial Officer

  

I, Tingyu (Christine) Chang, certify that:

 

1.	I have reviewed this Form 10-Q of ConneXionONE Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement no mislead with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and;
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control.

 

 

Date: May 17, 2024
	CONNEXIONONE CORP.
	By:        /s/ Tingyu (Christine) Chang
	Name:   Tingyu (Christine) Chang
	Title:     CEO

 

 

 

EXHIBIT 31.2

 

Certification of Principal Executive and Financial Officer

 

I, Chris Chang, certify that:

 

1.	I have reviewed this Form 10-Q of ConneXionONE Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement no mislead with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and;
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control.

 

 

Date: May 17, 2024
	CONNEXIONONE CORP.
	By:        /s/Chris Chang
	Name:   Chris Chang
	Title:     CFO

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the filing of ConneXionONE Corp. (the “Company”) Quarterly Report on Form 10-Q for the period ending March 31, 2024 (the “Report”), I, Tingyu (Christine) Chang, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: May 17, 2024
	CONNEXIONONE CORP.
	By:        /s/ Tingyu (Christine) Chang
	Name:   Tingyu (Christine) Chang
	Title:     CEO

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the filing of ConneXionONE Corp. (the “Company”) Quarterly Report on Form 10-Q for the period ending March 31, 2024 (the “Report”), I, Chris Chang, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: May 17, 2024
	CONNEXIONONE CORP.
	By:        /s/Chris Chang
	Name:   Chris Chang
	Title:     CFO

 

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 17, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-50075
Entity Registrant Name	CONNEXIONONE CORP.
Entity Central Index Key	0001182731
Entity Tax Identification Number	30-1252905
Entity Incorporation, State or Country Code	NC
Entity Address, Address Line One	530 Lytton Ave 2nd Floor #2061
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94301
City Area Code	408
Local Phone Number	533-8155
Trading Symbol	CNNN
Title of 12(g) Security	Common Stock, Par Value $0.001
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		71,850,644

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 3,352	$ 725
Other current receivables and prepayments		442,000
Total Current Assets	3,352	442,725
Software under development	572,000
Total Assets	575,352	442,725
Current Liabilities
Accounts payable and accrued expenses	12,921	42,499
Taxes payable	225,888	225,888
Accrued wages and salaries	26,000	0
Other current liabilities and payables	2,029	0
Due to related party	1,121,554	872,446
Total Current Liabilities	1,388,392	1,140,833
Other liabilities	1,002,639	1,002,639
Total Liabilities	2,391,031	2,143,472
Commitment & contingencies
Stockholders' Deficit
Common Stock, $0.001 par value; 100,000,000,000 shares authorized, 76,571,644 and 76,571,644 shares issued and outstanding, respectively	76,572	76,572
Additional paid-in capital	73,515,021	73,515,021
Accumulated loss	(75,407,272)	(75,292,340)
Total Stockholders' Deficit	(1,815,679)	(1,700,747)
Total Liabilities and Stockholders' Deficit	$ 575,352	$ 442,725

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000,000	100,000,000,000
Common Stock, Shares, Issued	76,571,644	76,571,644
Common Stock, Shares, Outstanding	76,571,644	76,571,644

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 0	$ 0
Operating expenses
Professional fees	37,432	16,200
Management fees	53,000	0
Other general & administrative expense	24,500	18,127
Total operating expenses	114,932	34,327
Loss from operations	(114,932)	(34,327)
Other Income (Expenses)
Interest income (expense)	0	0
Total other income (expenses)	0	0
Net loss before income tax	(114,932)	(34,327)
Income tax expense	0	0
Net loss	$ (114,932)	$ (34,327)

Statements of Operations (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.002)	$ (0.000)
Earnings Per Share, Diluted	$ (0.002)	$ (0.000)
Weighted Average Number of Shares Outstanding, Basic	76,571,644	71,850,644
Weighted Average Number of Shares Outstanding, Diluted	76,571,644	71,850,644

Statements of Stockholders Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022		$ 71,851	$ 72,499,335	$ (73,931,111)	$ (1,359,925)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	1,000,000	71,850,644
Net loss				(34,327)	(34,327)
Ending balance, value at Mar. 31, 2023		$ 71,851	72,499,335	(73,965,438)	(1,394,252)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	1,000,000	71,850,644
Beginning balance, value at Dec. 31, 2023	$ 0	$ 76,572	73,515,021	(75,292,340)	(1,700,747)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	0	76,571,644
Net loss				(114,932)	(114,932)
Ending balance, value at Mar. 31, 2024	$ 0	$ 76,572	$ 73,515,021	$ (75,407,272)	$ (1,815,679)
Shares, Outstanding, Ending Balance at Mar. 31, 2024	0	76,571,644

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (114,932)	$ (34,327)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense	0	0
Changes in operating assets and liabilities
Accounts payable and accrued expenses	(29,578)	0
Accrued wages and salaries	26,000	0
Other current liabilities and payables	2,029	0
Net Cash Used in Operating Activities	(116,481)	(34,327)
Cash Flows from Investing Activities
(Acquisition) Disposal of property, plant and equipment	0	0
(Acquisition) Disposal of intangible assets	(130,000)	(132,000)
Net Cash Used in Investing Activities	(130,000)	(132,000)
Cash Flows from Financing Activities
Proceeds from (Repayment of) related party payables	249,108	163,000
Net Cash Provided by Financing Activities	249,108	163,000
Net Increase (Decrease) in Cash	2,627	(3,327)
Cash at Beginning of Period	725	5,032
Cash at End of Period	3,352	1,705
Supplemental Cash Flow Information:
Income Taxes Paid	0	0
Interest Paid	$ 0	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (114,932)	$ (34,327)

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND OPERATIONS	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	NOTE 1 – ORGANIZATION AND OPERATIONS   ConneXionONE Corp. (the “Company”) is a North Carolina corporation, was incorporated on November 12, 1997 under the laws of the State of Nevada as Caspian Development Group, Inc.   On April 1, 1999, the Company has changed the name to Zenith International, Inc. On November 28, 2001, the corporation’s name was changed to Cresset Precious Metals, Inc. The Company has changed the name to Alternative Fuel Technologies, Inc. on October 2, 2007.   On May 22, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Plaintiff’s Application for Default Judgment as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders. The Company was then redomiciled from Nevada to North Carolina.   On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Mr. Haining Zhang, whereby Mr. Zhang purchased 750,000,000 shares of Restricted Common Stock.   On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock in the Company and was appointed sole officer and director of the Company.   The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. The Company resolute to cancel the share exchange agreement in December 2019 and completed the cancellation in 2021.   Upon cancellation of the share exchange agreement in December 2019, the Company no longer had control or ownership of XONE Cayman. Based upon negotiations, no shares of the Company were cancelled. The share exchange agreement did not have an impact on the Company and its ownership, and there is no impact to the Company’s financial statements and footnotes.   The Company is a development-stage company that involves social media and internet advertising and marketing services with a decentralized social media platform.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).   Interim Financial Statements   Interim Financial StatementsThe accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023.   Use of estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.   The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.   Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.   Cash and cash equivalents   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.   Related parties   The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.   Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.   The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.   Commitments and contingencies   The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.   If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.   Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.   Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.   In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.   Revenue recognition   The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.   The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.   Income Tax Provisions   The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.   The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.   Earnings (Loss) per Share   Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.   The unvested restricted stock units were excluded from the computation of basic and dilutive earnings (loss) per share for the three months ended March 31, 2024 and 2023.

GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.   As reflected in the accompanying financial statements, the Company had an accumulated deficit at March 31, 2024 of $75,407,272 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.   While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.   The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS   Intangible assets comprised of payments made for mobile app development in progress. The amounts were $572,000 as of March 31, 2024.

OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 5 – OTHER LIABILITIES   Other liabilities comprised of the following:     March 31, 2024     December 31, 2023   Liabilities carryover from prior abandoned operations   $ 665,735     $ 665,735   Accrual carryover from prior abandoned operations     336,904       336,904   Total   $ 1,002,639     $ 1,002,639     The liabilities of $1,002,639 as of March 31, 2024 and 2023, respectively was due on demand, unsecured, non-interest bearing, and carried forward from the prior abandoned operations of prior owners.   The Company had certain cash, other receivable, property, intangible assets, and inventory of $1,066,823, and outstanding wages payable, accrued liabilities, notes payable of $665,735 as of December 31, 2018 that was carryover from the abandoned business operation. Such assets were written-off and outstanding liabilities were assumed by the custodian which are recorded as other payable in the amount of $665,735.

RELATED PARTY TRANSACTION	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 6 – RELATED PARTY TRANSACTION   Mr. Chris Chang, majority shareholder, director and officer of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to Mr. Chang was $1,112,448 and $872,446 as of March 31, 2024 and December 31, 2023.   Ms. Christine Chang, CEO and director of the Company, incurred expenses that are subject to reimbursements. The amounts are due on demand and non-interest bearing. The outstanding amount due to Ms. Chang was $9,106 and $nil as of March 31, 2024 and December 31, 2023. In addition, refer to Note 8 for stock-based compensation for related parties.

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT   Preferred Stock   The Company is authorized to issue 5,000,000 numbers of preferred stock at par value of $1 per share. The 5,000,000 shares have a right of 80% voting control. As of March 31, 2024 and December 31, 2023, the Company has 0 shares of preferred stock issued and outstanding.   The Company had 1,000,000 shares of preferred stock Series A issued and outstanding that were carryover from the abandoned business entity. Each share of preferred stock is convertible into four (4) shares of common stock with no preemptive or dividends rights. The 1,000,000 shares of preferred stock represent Seventy percent (80%) voting control of the Company.   On May 22, 2017, the Company’s appointed custodian and its board resolved to remove the 80% super voting rights from the 1,000,000 shares of preferred stock held by Ms. Kathleen A. McCandless, and to convert these shares into 4,000 shares of common stock. These shares were converted into 4,000 shares of common stock on September 9, 2022.   Common Stock   The Company is authorized to issue 100,000,000,000 shares of Common Stock with a par value of $0.001 per share. As of March 31, 2024 and December 31, 2023, the Company has 76,571,644 and 76,571,644 shares of common stock issued and outstanding, respectively.   On November 1, 2023, the Company issued 3,521,000 restricted stock units to the appointed CEO of the Company as compensation (Refer to Note 8).   On July 1, 2023, the Company issued 1,200,000 shares of restricted common stock units to four directors of the Company as compensation. (Refer to Note 8).   On April 17, 2023, the reverse stock split of a one-for-one thousand (1:1,000) was approved by Financial Industry Regulatory Authority (FINRA) and became effective without any change in the par value per share. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. The Common stock quantity and amount has been retrospectively presented and recorded to additional paid-in capital.    On September 9, 2022, 4,000 shares of common stock were issued for the conversion of 1,000,000 shares of preferred stock.

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 8 – STOCK BASED COMPENSATION   Restricted Stock Units   On November 1, 2023, the Company granted 3,521,000 restricted stock units (“RSUs”) to the appointed CEO of the Company. Each RSU represents one share of common stock with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. The Company recorded the entire expense of $420,407 for all unvested RSU shares that were issued.   On July 1, 2023, the Company granted the issuance of 1,200,000 shares restricted common stock units (“RSU”) to directors of the Company. Each RSU represents one share of common stock and will vest over a period of three years, with an equal portion vesting annually on each anniversary of the grant date. The RSU were recorded as deferred (unearned) compensation in the amount of $600,000. The fair value of the shares was determined based on the Company’s stock closing price on grant date. The Company recorded the entire expense of $600,000 for all unvested RSU shares that were issued.

TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
TAXES	NOTE 9 – TAXES   On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering federal corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.   Corporate income tax rate in North Carolina state is 2.5% of the annual taxable income, while the Franchise Tax is $200 on first 1,000,000 of the Company net worth, and 0.0015% for net worth exceeding $1,000,000.   The Company has accumulated approximately $75,250,085 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS   The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to disclose or require adjustments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation   The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).   Interim Financial Statements   Interim Financial StatementsThe accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2023.
Use of estimates	Use of estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.   The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.   Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and cash equivalents   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties	Related parties   The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.   Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.   The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies	Commitments and contingencies   The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.   If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.   Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.   In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.
Revenue recognition	Revenue recognition   The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.   The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.
Income Tax Provisions	Income Tax Provisions   The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.   The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
Earnings (Loss) per Share	Earnings (Loss) per Share   Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.   The unvested restricted stock units were excluded from the computation of basic and dilutive earnings (loss) per share for the three months ended March 31, 2024 and 2023.

OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
Schedule of other liabilities	March 31, 2024     December 31, 2023   Liabilities carryover from prior abandoned operations   $ 665,735     $ 665,735   Accrual carryover from prior abandoned operations     336,904       336,904   Total   $ 1,002,639     $ 1,002,639

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ 75,407,272	$ 75,292,340

INTANGIBLE ASSETS (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other Receivables, Net, Current		$ 442,000
Mobile App Development [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other Receivables, Net, Current	$ 572,000

OTHER LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2018
Total	$ 1,002,639	$ 1,002,639	$ 1,002,639	$ 665,735
Liabilities Carryover From Prior Abandoned Operations [Member]
Total	665,735	665,735
Actual Carryover From Prior Abandoned Operations [Member]
Total	$ 336,904	$ 336,904

OTHER LIABILITIES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Other Liabilities, Noncurrent	$ 1,002,639	$ 1,002,639	$ 1,002,639	$ 665,735

RELATED PARTY TRANSACTION (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Chris Chang [Member]
Related Party Transaction [Line Items]
Due to Related Parties	$ 1,112,448	$ 872,446
Chritine Chang [Member]
Related Party Transaction [Line Items]
Due to Related Parties	$ 9,106	$ 0

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares				1 Months Ended
	Nov. 02, 2023	Apr. 17, 2023	Sep. 09, 2022	Jul. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred Stock, Shares Authorized					5,000,000
Preferred Stock, Par or Stated Value Per Share					$ 1
Preferred Stock, Shares Outstanding					0	0
Preferred Stock, Shares Issued					0	0
Common Stock, Shares Authorized					100,000,000,000	100,000,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001	$ 0.001
Common Stock, Shares, Issued					76,571,644	76,571,644
Common Stock, Shares, Outstanding					76,571,644	76,571,644
Stockholders' Equity, Reverse Stock Split		reverse stock split of a one-for-one thousand (1:1,000)
Restricted Stock Units (RSUs) [Member] | Four Directors [Member]
Class of Stock [Line Items]
Stock issued for compensation, shares				1,200,000
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member]
Class of Stock [Line Items]
Stock issued for compensation, shares	3,521,000
Common Stock [Member]
Class of Stock [Line Items]
Stock converted, shares issued			4,000
Preferred Stock [Member]
Class of Stock [Line Items]
Stock converted, shares converted			1,000,000

STOCK BASED COMPENSATION (Details Narrative) - Restricted Stock Units (RSUs) [Member] - USD ($)		1 Months Ended
	Nov. 02, 2023	Jul. 31, 2023
Four Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued for compensation, shares		1,200,000
Stock issued for compensation, value		$ 600,000
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued for compensation, shares	3,521,000
Stock issued for compensation, value	$ 420,407

TAXES (Details Narrative)	Mar. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 75,250,085

---